General meetings of management corporations and subsidiary management corporations

Notice of general meetings

1.—(1) Except as otherwise expressly provided in this Act, notice of a general meeting of a management corporation or subsidiary management corporation shall be served on each subsidiary proprietor who is a member thereof and on the first mortgagee of a lot, as ascertained from the strata roll, at least 14 days before the meeting.

(2) Every notice for a general meeting shall —

(a)

specify the place, day and hour for the meeting;

(b)

include each proposed resolution to be considered at the meeting;

(c)

specify any other business to be transacted at the meeting;

(d)

be accompanied by a copy of the minutes of the latest general meeting if the notice is to a subsidiary proprietor who has not previously been given a copy of those minutes or who, before the notice is given, makes a request for a copy of those minutes that has not been complied with; and

(e)

inform each person to whom the notice is addressed that he may vote in respect of each proposed resolution and, where relevant, on election of members of the council or (as the case may be) executive committee —

(i)

in the case of a subsidiary proprietor of a lot subject to a first mortgage shown on the strata roll, only if the mortgagee fails or neglects to exercise the voting power conferred upon him by this Schedule;

(ii)

except in the case of a unanimous resolution or resolution by consensus, only if all contributions levied and payable on the lot, and any other moneys recoverable under this Act by the management corporation from him at the date of the notice (being contributions levied on him, or moneys recoverable from him, in respect of the lot of which he is the subsidiary proprietor or first mortgagee) have been duly paid at least 3 days before the commencement of the meeting; and

(iii)

either in person or by proxy at the meeting.

(3) Without prejudice to sub-paragraph (2), every notice for an annual general meeting of a management corporation or subsidiary management corporation shall —

(a)

be accompanied by a copy of the statement of accounts of the management corporation or (as the case may be) subsidiary management corporation last prepared in accordance with section 38(10) and a copy of the auditor’s report on the accounts of the management corporation or subsidiary management corporation;

(b)

include a motion for the adoption of those accounts; and

(c)

include a motion for the termination of any managing agent or for the continuation of the managing agent for the next ensuing financial year.

(4) No motion shall be submitted at a general meeting unless —

(a)

notice of the motion has been given in accordance with this paragraph; or

(b)

the motion is a motion to amend a motion of which notice has been so given.

(5) A meeting at which a motion for a unanimous resolution, resolution by consensus, 90% resolution, comprehensive resolution or special resolution is to be proposed shall be deemed not to be duly convened by the council if it does not give such notice thereof as is required by section 2(2) to (7) in the case of a unanimous resolution, resolution by consensus, 90% resolution, comprehensive resolution or special resolution, as the case may be.

(6) Notwithstanding sub-paragraph (1), if so directed by the management corporation or subsidiary management corporation by a special resolution, a resolution may be proposed and passed at a meeting of which written notice of a period less than that required under sub-paragraph (1) has been given.

Persons entitled to vote at general meetings

2.—(1) A person shall be entitled to vote in respect of any lot on any proposal submitted at a general meeting of a management corporation or on any election of members of the council, or at a general meeting of a subsidiary management corporation or on any election of its executive committee, only if —

(a)

in the case of a management corporation, he is the subsidiary proprietor or a mortgagee in possession or a receiver of that lot as shown on the strata roll and has paid to the management corporation all contributions and any other moneys levied or recoverable by the management corporation under this Act; or

(b)

in the case of a subsidiary management corporation, he is the subsidiary proprietor (or a mortgagee in possession or a receiver) of a lot who is a member of that subsidiary management corporation and has paid to the subsidiary management corporation all contributions and any other moneys levied or recoverable by the subsidiary management corporation under this Act.

(2) Notwithstanding any other provision of this paragraph, a first mortgagee, as shown on the strata roll, of a lot shall be entitled to vote in respect of that lot on any proposal submitted at a general meeting of a management corporation or on any election of members of the council, or at a general meeting of a subsidiary management corporation or on any election of its executive committee, and, if he votes on that proposal, any vote cast by the subsidiary proprietor of that lot on the proposal shall not be counted.

(3) The vote of joint subsidiary proprietors or co-mortgagees may be cast by any of them in person or by a proxy and if both joint subsidiary proprietors or co-mortgagees are present at a meeting of the management corporation or subsidiary management corporation, as the case may be, the vote of the senior who casts a vote, whether in person or by a proxy, shall be accepted to the exclusion of the votes of the others; and for this purpose, seniority shall be determined by the order in which the names stand in the strata roll.

(4) Only the subsidiary proprietor entitled to the first of 2 or more successive estates in a lot shall, subject to this Schedule, be entitled to cast a vote on any proposal submitted at a general meeting of —

(a)

a management corporation or on any election of members of the council; or

(b)

a subsidiary management corporation or on any election of its executive committee.

(5) A subsidiary proprietor who is the trustee of a lot shall, subject to this Schedule, be entitled to cast a vote on any proposal submitted at a general meeting of —

(a)

a management corporation or on any election of members of the council; or

(b)

a subsidiary management corporation or on any election of its executive committee,

and the persons beneficially interested in the trust shall not be entitled to cast such a vote.

(6) The voting rights conferred by this paragraph shall be subject to section 65(9) and (10).

Quorum

3.—(1) No business shall be transacted at any general meeting of a management corporation or subsidiary management corporation unless a quorum of subsidiary proprietors is present.

(2) A quorum shall be formed at any general meeting of a management corporation or subsidiary management corporation constituted in respect of a strata title plan when the number of subsidiary proprietors who own at least —

(a)

30% of the aggregate share value for all lots comprised in that strata title plan; or

(b)

in the case of a subsidiary management corporation constituted for any limited common property, 30% of the aggregate share value for all lots for whose exclusive benefit the limited common property is designated,

are present at the meeting, either in person or by proxy.

(3) Subject to sub-paragraph (4), if within half an hour appointed for holding a general meeting of a management corporation or subsidiary management corporation, no quorum of subsidiary proprietors of the management corporation or (as the case may be) subsidiary management corporation is present, the general meeting may be held as if a quorum is present if there are 2 or more such subsidiary proprietors present in person.

(4) Sub-paragraph (3) shall not apply to a general meeting convened on receipt of a requisition by subsidiary proprietors.

Motions out of order

4. At a general meeting of a management corporation or subsidiary management corporation, its chairperson may rule that a motion submitted at the meeting is out of order if he considers that the motion, if carried, would conflict with this Act or the by-laws or would otherwise be unlawful or unenforceable.

Method of casting vote

5. Except as provided in paragraph 2(3), a vote on a motion submitted at a general meeting of a management corporation or on any election of members of the council, or at a general meeting of a subsidiary management corporation or on any election of its executive committee, may be cast by the person entitled to vote, either personally or by his duly appointed proxy.

Chairperson to preside

6. The chairperson of the management corporation or subsidiary management corporation shall preside at any general meeting of the management corporation or subsidiary management corporation, as the case may be, at which he is present and, in his absence from any such meeting, the persons present at that meeting and entitled to vote on motions submitted at that meeting may elect one of their number to preside at that meeting and the person so elected shall, while he is so presiding, be deemed to be the chairperson of the management corporation or (as the case may be) subsidiary management corporation.

List of names of persons entitled to vote

7. The secretary of the management corporation or (as the case may be) subsidiary management corporation shall put up a list of the names of the persons who are entitled to vote at a general meeting on the notice board maintained on the common property at least 48 hours before the general meeting.

Counting of votes on election of council or executive committee

8. Each person entitled to vote on an election of members of the council or executive committee shall have one vote in respect of each lot which he is entitled to vote.

Counting of votes on motion

9.—(1) Subject to this paragraph, a motion submitted at a general meeting of a management corporation or (as the case may be) subsidiary management corporation shall be decided according to the number of votes cast for and against the motion, whether personally or by proxy, each person entitled to vote having one vote in respect of each lot in respect of which he is entitled to vote unless a poll is demanded by any person entitled to vote at the general meeting before a vote is taken as aforesaid.

(2) If —

(a)

a poll is demanded by any person entitled to vote at a general meeting of a management corporation or (as the case may be) subsidiary management corporation on a motion submitted at that meeting and the demand is made by that person personally at the meeting; or

(b)

a motion submitted at such a meeting is for a resolution which, if it is to be effective, is required by this Act to be a special resolution or 90% resolution,

the motion shall be decided according to the value, ascertained in accordance with sub-paragraphs (3) and (4), of the votes cast for and against the motion, whether personally or by proxy.

(3) Subject to sub-paragraph (4), for the purposes of sub-paragraph (2), the value of a vote cast on a motion submitted at a general meeting of a management corporation or (as the case may be) subsidiary management corporation by a person entitled to vote in respect of a lot shall be equal to the share value of that lot.

(4) For the purposes of sub-paragraph (2), the value of the vote cast by a subsidiary proprietor of a proposed lot shall be 25% of the value that, but for this sub-paragraph, his vote would have under sub-paragraph (3), ignoring any fraction.

(5) A poll shall be taken in such manner as the chairperson thinks fit.

(6) A demand for a poll may be withdrawn by the person who made it.

Chairperson’s declaration of vote

10. The declaration of the chairperson of the result of the voting on any proposal submitted at a general meeting of the management corporation or (as the case may be) subsidiary management corporation, otherwise than on a poll, shall be conclusive without proof of the votes recorded for or against the proposal.

General meetings valid if attended only by chairperson

11. A general meeting of a management corporation or (as the case may be) subsidiary management corporation shall, subject to paragraph 3, be validly held notwithstanding that the only person present at the meeting is the chairperson of the management corporation or subsidiary management corporation, as the case may be.

Requisition for motions to be included on agenda for general meeting

12.—(1) Any subsidiary proprietor may, by notice in writing, served on the secretary of the council of the management corporation or (as the case may be) subsidiary management corporation, require inclusion in the agenda of the next general meeting of the management corporation or (as the case may be) subsidiary management corporation of a motion set out in the first-mentioned notice and the secretary shall comply with the notice.

(2) The secretary of the council shall give effect to every requirement in every notice under sub-paragraph (1).

(3) Sub-paragraph (1) shall not require the inclusion of a motion on the agenda of a general meeting for which notices have already been given in accordance with this Schedule, but in that case, the secretary of the council shall include the motion in the agenda of the next general meeting after that.

(4) For the purposes of sub-paragraph (1), a subsidiary proprietor who, but for the existence of a mortgage over his lot, would be entitled to vote at a general meeting of the management corporation or (as the case may be) subsidiary management corporation shall be deemed to be entitled to vote at that meeting.

(5) Any person proposing to convene a general meeting of a management corporation or subsidiary management corporation shall take reasonable steps to ensure that the proposed day, time and place are reasonably convenient to a majority of the subsidiary proprietors of the management corporation or (as the case may be) subsidiary management corporation.

Amendment or revocation of unanimous or special resolutions

13. A unanimous resolution, resolution by consensus, comprehensive resolution, 90% resolution or special resolution of a management corporation shall not be amended or revoked except by a subsequent unanimous resolution, resolution by consensus, comprehensive resolution, 90% resolution or special resolution, as the case may be.

Convening of extraordinary general meeting on requisition

14.—(1) The council of a management corporation or the executive committee of a subsidiary management corporation shall, on receipt by the secretary thereof of a requisition for an extraordinary general meeting signed by —

(a)

one or more persons entitled to vote in respect of one or more lots, the share value or the total share value of which is at least 20% of the aggregate share value of all the lots whose subsidiary proprietors comprise the management corporation or subsidiary management corporation, as the case may be; or

(b)

not less than 25% of the total number of subsidiary proprietors of the lots whose subsidiary proprietors comprise the management corporation or subsidiary management corporation, as the case may be,

immediately proceed to convene an extraordinary general meeting of the management corporation or (as the case may be) subsidiary management corporation to be held as soon as practicable but in any case not later than 6 weeks after the receipt by the secretary of the requisition.

(2) The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered address of the management corporation and subsidiary management corporation, and may consist of several documents in like form each signed by one or more requisitionist.

(3) If the council or executive committee, as the case may be, does not within 14 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any one of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by the council or executive committee, convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date.

(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the council or executive committee to convene a meeting shall be paid to the requisitionists by the management corporation or (as the case may be) subsidiary management corporation.

Meetings of management corporation, etc., before first annual general meeting

15.—(1) Until the first annual general meeting of the management corporation or subsidiary management corporation is held, the secretary of the management corporation or subsidiary management corporation, as the case may be, or, in a situation where there is no council or executive committee appointed as yet, the owner developer or his agent duly authorised in writing —

(a)

may convene an extraordinary general meeting; and

(b)

shall do so on receipt of a requisition signed by one or more persons entitled to vote in respect of one or more lots in the strata title plan, the share value or the sum of the share value of which is at least 25% of the aggregate share value of —

(i)

all lots comprised in that strata title plan; or

(ii)

in the case of a subsidiary management corporation constituted for any limited common property, all lots for whose exclusive benefit the limited common property is designated.

(2) The provisions of this Schedule (paragraph 1(2) excepted) shall apply to and in respect of a meeting referred to in sub-paragraph (1) so far as those provisions are not inconsistent with, or incapable of applying to, such a meeting.

Company may appoint representative to attend meetings

16. A company which is a subsidiary proprietor may under the seal of the company or the hand of its director or any duly authorised attorney appoint such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the management corporation or subsidiary management corporation, and a person so authorised shall, in accordance with his authority or until his authority is revoked by the company, be entitled to exercise the same powers on behalf of the company as the company could exercise if it were an individual.

Instrument of proxy

17.—(1) An instrument appointing a proxy shall be in writing —

(a)

under the hand of the person appointing the proxy or of his attorney duly authorised in writing; or

(b)

if the person appointing the proxy is a company, either under seal or under the hand of an officer or its attorney duly authorised.

(2) Where it is desired to afford subsidiary proprietors an opportunity of voting for or against a resolution, the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

I/We, of being a member/members of the above-named management corporation, hereby appoint/appoints , of , or failing him, of , as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the management corporation or subsidiary management corporation, to be held on the day of 20 , and at any adjournment thereof.

Signed this day of 20

This form is to be used *in favour of/against the resolution.

*Strike out whichever is not desired. [Unless otherwise instructed, the proxy may vote as he thinks fit.].

(3) The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

Proxy to be deposited at registered address of management corporation or subsidiary management corporation

18. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the registered address of the management corporation or subsidiary management corporation, as the case may be, or at such other place in Singapore as is specified for that purpose in the notice convening the meeting —

(a)

not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b)

in the case of a poll, not less than 48 hours before the time appointed for the taking of the poll,

and in default, the instrument of proxy shall not be treated as valid.

Powers of proxies

19.—(1) A proxy need not be a subsidiary proprietor.

(2) Subject to sub-paragraph (3), a person duly appointed as a proxy —

(a)

if entitled to vote otherwise as a proxy, may also vote in his own right; and

(b)

if appointed as proxy for more than one person, may vote separately as a proxy in each case.

(3) A proxy cannot exercise a vote in relation to a matter if the person who appointed the proxy is exercising personally a power to vote on the matter.

Authority not to be revoked by death of principal, etc.

20. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or mental disorder of the principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, mental disorder, revocation or transfer as aforesaid has been received by the management corporation or subsidiary management corporation, as the case may be, at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.